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Are You Ready for Proxy Season? Joan Conley of Nasdaq Offers her Thoughts on a Streamlined D&O Questionnaire Process

Are You Ready for Proxy Season? Joan Conley of @Nasdaq offers her thoughts on a streamlined D&O Questionnaire process

The world of digital Directors’ and Officers’ Questionnaires is evolving. Governance teams using digital questionnaires know the advantages they have over paper forms. CBE offers governance teams and their boards a full-service approach to administering D&O Questionnaires to make the process faster, simpler, and more secure.

Kaley Childs Karaffa of CBE works closely with corporate secretaries and general counsel to ensure the efficient administration of their D&O Questionnaire processes. Joan Conley, SVP and Corporate Secretary at Nasdaq, spoke with Kaley recently to share her insights on utilizing digital Directors’ and Officers’ Questionnaires and working with CBE.

KCK: Nasdaq first contracted with CBE in 2016 to facilitate its Directors’ and Officers’ Questionnaire. What factors and considerations drove Nasdaq to move to a digital D&O Questionnaire?  

JC: Sheer frustration with the onerous nature of paper questionnaires. Completing and verifying Directors’ and Officers’ Questionnaires is a time-consuming process for directors, officers, and the legal and governance teams. Directors are required to complete the questionnaire not only as part of the annual proxy and 10-K process, but also whenever there is a change in their position or a change in ownership. Due to the dynamic nature of the lives of directors, their relevant information, and changing regulatory and accounting standards, directors were having to complete questionnaires in their entirety two or three times a year. The paper format offered no opportunity to provide directors with pre-populated data to show the history of their responses and provide a clear information upon which companies can act and ensure compliance.

KCK: What are the key differentiators of digital Directors’ and Officers’ Questionnaire service providers in the market place? Why did Nasdaq select CBE as its service provider?

JC: Nasdaq jumped at the opportunity to sign on with CBE for its digital D&O Questionnaire process. The only other option we considered was to do it internally, which would have been a time consuming and costly endeavor to create the software required to create an optimal experience. CBE’s key differentiators were the expertise of the team in both the legal and technology sectors and the sophistication of CBE’s technology that their team designed to meet the complexity of D&O Questionnaires. The ability to prepopulate directors’ and officers’ information and carry their history year over year provides a significant advantage in ease of use for the directors and offices and for the company in having a clear record. Companies considering a digital format will also look at pricing and the service provider’s commitment to innovation for the future. It is important for the provider to show they are thinking about how to continue to develop and improve the process for the directors, officers, and the legal and governance teams. CBE’s team has consistently shown commitment to continuous improvement and innovation.

KCK: Most companies are still using paper questionnaires. What would you say to them?

JC: If you’re still using paper D&O Questionnaires, you need to get into the 21st century. We file our taxes digitally. The digital process modernizes an old-school workflow. The end client – the director – will love the convenience and the efficiency of the digital D&O Questionnaire. They can do it online, anywhere, at their convenience, and easily review their information.

KCK: What are the key benefits of CBE’s digital Directors’ and Officers’ Questionnaires for the legal/governance team who manage the questionnaire, directors and officers who complete the questionnaire, and the company as a whole?

JC: It is a very streamlined and efficient process for all. Paper questionnaires required a lot of back and forth. We had to FedEx each director and officer the current year’s questionnaire as well as the questionnaire they completed previously, so that they had to review two 40+ page questionnaires that included questions that weren’t relevant to them. Then the director/officer completed and mailed back the form; we reviewed it and sent it back for corrections, clarifications, and completions. The director/officer made the corrections and sent it back; it was an inefficient, expensive, and frustrating cycle for all involved. With a digital format, the data is immediately available. It is an efficient and more accurate process.

We also love the summary report we get from CBE. It is a key differentiator in showing CBE’s sophistication and understanding of all aspects of the D&O Questionnaire from the perspectives of the directors and officers, the governance and legal team, and the company. The summary report helps with preparing the 10-K and with reviewing the related-party information and prohibited list for trading stock.

KCK: What feedback have you received from your directors, officers, and internal team since using CBE’s digital Directors’ and Officers’ Questionnaire? Any concerns from directors about providing their personal information on a digital form?

JC: Our directors love the digital format. As our board evolves, we are adding directors who are increasingly digital natives. There is a high level of trust in the process, because the directors and officers know the company has been selective with respect to whom they trust with the data.

KCK: How does a company adopting a digital Directors’ and Officers’ Questionnaire signal its commitment to innovation in the boardroom and efficient governance practices?

JC: Utilizing a digital D&O Questionnaire signals that a company and its board are innovative and forward-thinking. Boards are changing, and we need to be thinking about the next generation of directors who will be more of the digital age. Using a digital format is just the beginning. CBE’s history has shown that they will continue to be a leader in the field, building even more efficiencies and improvements to the process in the future.

At CBE, our digital D&O Questionnaire and Board Excellence Assessment TM  processes emphasize meaningful and excellence-driven board practices at every step. We see governance not only as a tool or structure, but as a commitment to action and opportunity.

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Proxy Season

Kaley Childs Karaffa


Kaley is the Senior Director of Board Engagement and Governance Counsel for Nasdaq. She advises boards on corporate governance matters, including board effectiveness, CEO performance, strategy, ESG, as well as compliance and risk matters.

Read Kaley's Bio